As filed with the Securities and Exchange Commission on June 17, 1996
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ROSS STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-1390387
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or
organization)
8333 Central Avenue, Newark, CA 94560
(Address of principal executive offices) (Zip Code)
THIRD AMENDED AND RESTATED ROSS STORES, INC. 1988 RESTRICTED STOCK PLAN
ROSS STORES, INC. 1991 OUTSIDE DIRECTORS STOCK OPTION PLAN
(collectively referred to as the "Plans")
(Full title of the plan)
John M. Vuko
Senior Vice President, Controller & Corporate Secretary
ROSS STORES, INC.
8333 Central Avenue, Newark, CA 94560
(Name and address of agent for service)
(510) 505-4400
(Telephone number, including area code, of agent for service)
See page 2 for Calculation of Registration Fee
<PAGE> 2
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered per Share Offering Price Fee
Title of Plan <F1> <F2> <F2>
<S> <C> <C> <C> <C> <C>
1988 Restricted
Stock Plan
Common Stock, 1,000,000 $37.125 $37,125,000 $12,801.73
$0.01 par value
1991 Stock Option
Plan
Options to Purchase 50,000 N/A N/A N/A
Common Stock
Common Stock, 50,000 $37.125 $1,856,250 $640.09
$0.01 par value
<FN>
<F1> This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Plans by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
<F2> Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low sale prices per share of Common Stock of Ross Stores, Inc. on June
13, 1996 as reported by the Nasdaq National Market.
</FN>
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Ross Stores, Inc. (the "Registrant" or "company") hereby incorporates
by reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the
"Commission"):
a. The Registrant's Annual Report on Form 10-K for the
fiscal year ended February 3, 1996;
b. The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended May 4, 1996;
c. The description of the Registrant's Common Stock
contained in the Registration Statement on Form 8-B (No. 0-
14678, effective September 1, 1989), filed under the
Securities Exchange Act of 1934, as amended (the "1934 Act")
including any amendment or report filed for the purpose of
updating such description. This Form 8-B registration
statement was filed by the Registrant as successor to Ross
Stores, Inc., a California corporation.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a
corporation's Board of Directors to grant indemnification to directors
and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act
of 1933, as amended (the "1933 Act"). The Registrant's Bylaws provide
for mandatory indemnification of its directors, officers and employees
to the maximum extent permitted by the Delaware General Corporation
Law, and requires the Registrant to advance expenses to the
indemnified party in certain circumstances and to obtain directors'
and officers' insurance if available on reasonable terms. The
Registrant's Certificate of Incorporation provides that, to the
fullest extent permitted by Delaware law, its directors shall not be
liable for monetary damages. This provision in the Certificate of
Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject
to liability for breach of the director's duty of loyalty to the
company for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment
of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other law, such as the federal
securities laws. The Registrant (or its predecessor) has entered into
Indemnification Agreements with certain officers and directors which
provide them with indemnification to the maximum extent permitted by
law and which require the Registrant , among other things, to advance
expenses to the indemnified party in certain circumstances, and to
obtain directors' and officers' insurance if available on reasonable
terms. The Registrant's Bylaws allow it to enter into Indemnification
Agreements with its officers and directors which may provide the
Registrant's officers and directors with further indemnification. In
addition, the Registrant currently carries directors' and officers'
insurance which provides coverage with respect to defense costs and
awards paid with respect to various claims against Registrant's
directors and officers.
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
A.The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement;
(i) to include any prospectus required by Section 10(a)(3) of
the 1933 Act,
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement, and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference into the
Registration Statement;
(2) that for the purpose of determining any liability under the
1933 Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B.The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of
the Registrants annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C.Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the 1933 Act, and will be governed by the
final adjudication of such issue.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newark, State of California,
on this 14th of June 1996.
ROSS STORES, INC.
By /s/Norman A. Ferber
Norman A. Ferber
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Ross Stores, Inc., a
Delaware corporation, do hereby constitute and appoint Norman A.
Ferber and John M. Vuko, and each of them, the lawful attorneys and
agents, with full power and authority to do any and all acts and
things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable
or required to enable said corporation to comply with the 1933 Act,
and any rules or regulations or requirements of the Commission in
connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective
and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and
confirms all that said attorneys and agents, or any of them, shall do
or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the 1933 Act, the Registration
Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/Norman A. Ferber Chairman of the Board and June 14 , 1996
Norman A. Ferber Chief Executive Officer
(Principal Executive Officer)
/s/John M. Vuko Senior Vice President, June 14, 1996
Controller,
John M. Vuko Principal Accounting Officer &
Interim Chief Financial Officer
<PAGE> 6
SIGNATURES TITLE DATE
/s/Stuart G. Moldaw Director June 14, 1996
Stuart G. Moldaw
/s/Michael Balmuth Executive Vice President, June 14, 1996
Michael Balmuth Merchandising
& Director
/s/Maynard Jenkins Director June 14, 1996
Maynard Jenkins
Director
George P. Orban
/s/Phil Schlein Director June 14, 1996
Philip Schlein
/s/Donald H. Seiler Director June 14, 1996
Donald H. Seiler
/s/D.L. Weaver Director June 14, 1996
Donna L. Weaver
/s/Melvin A. Wilmore President, Chief Operating June 14, 1996
Melvin A. Wilmore Officer,
& Director
<PAGE> 7
EXHIBIT INDEX
Exhibit Exhibit
Number
4.1 Certificate of Incorporation, as amended, incorporated by
reference to Exhibit 3.1 to the Registration Statement on
Form 8-B filed September 1, 1989 by Registrant.
4.2 Amended Bylaws, dated August 25, 1994, incorporated by
reference to Exhibit 3.2 to the Form 10-Q filed by Registrant
for its quarter ended July 30, 1994.
5 Opinion and Consent of Gray Cary Ware & Freidenrich.
15 Letter re Unaudited Interim Financial Information.
23.1 Independent Auditors' Consent - Deloitte & Touche LLP.
23.2 Consent of Gray Cary Ware & Freidenrich (included in Exhibit 5).
24 Power of Attorney (included in the signature pages of this
Registration Statement).
Exhibit 5
June 17, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Third Amended and Restated Ross Stores, Inc. 1988
Restricted Stock Plan and Ross Stores, Inc. 1991
Outside Directors Stock Option Plan --
Registration Statement on Form S-8
Gentlemen and Ladies:
As legal counsel for Ross Stores, Inc., a Delaware
corporation (the "Company"), we are rendering this opinion
in connection with the registration under the Securities Act
of 1933, as amended, of up to 1,000,000 shares of the
Company's Common Stock, $0.01 par value, which may be issued
pursuant to the Third Amended and Restated Ross Stores, Inc.
1988 Restricted Stock Plan (the "Restricted Plan"), and
50,000 such shares which may be issued pursuant to the
exercise of options granted under the Ross Stores, Inc. 1991
Outside Directors Stock Option Plan (the "Directors Plan").
We have examined all instruments, documents and records
which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents
submitted to us as copies.
We are admitted to practice only in the State of
California and we express no opinion concerning any law
other than the law of the State of California, the
corporation laws of the State of Delaware and the federal
law of the United States. As to matters of Delaware
corporation law, we have based our opinion solely upon
examination of such laws and the rules and regulations of
the authorities administering such laws, all as reported in
standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in jurisdictions
other than the State of California.
<PAGE> 2
GRAY CARY WARE & FREIDENRICH
Securities and Exchange Commission
June 17, 1996
Page 2
Based on such examination, we are of the opinion that
the 1,000,000 shares and 50,000 shares of Common Stock which
may be issued pursuant to the Restricted Plan and upon the
exercise of options granted under the Directors Plan,
respectively, are duly authorized shares of the Company's
Common Stock, and, when issued in accordance with the
provisions of the Restricted Plan or the Directors Plan, as
the case may be, will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement referred to above and
the use of our name wherever it appears in said Registration
Statement.
Respectfully submitted,
/s/Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
Exhibit 15
June 17, 1996
Ross Stores, Inc.
Newark, California
We have made a review, in accordance with standards
established by the American Institute of Certified Public
Accountants, of the unaudited condensed consolidated interim
financial statements of Ross Stores, Inc. for the three-
month periods ended May 4, 1996 and April 29, 1995, as
indicated in our independent accountants' review report
dated May 24, 1996; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our report referred to above, which was
included in your Quarterly Report on Form 10-Q for the
quarter ended May 4, 1996, is being used in this
Registration Statement of Ross Stores, Inc. on Form S-8
pertaining to the Third Amended and Restated Ross Stores,
Inc. 1988 Restricted Stock Plan and the Ross Stores, Inc.
1991 Outside Directors Stock Option Plan.
We are also aware that the aforementioned report, pursuant
to Rule 436(c) under the Securities Act of 1933, is not
considered a part of the Registration Statement prepared or
certified by an accountant or a report prepared or certified
by an accountant within the meaning of Sections 7 and 11 of
the Act.
Yours truly,
DELOITTE & TOUCHE LLP
San Francisco, California
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Ross Stores, Inc. on Form S-8
pertaining to the Third Amended and Restated Ross Stores,
Inc. 1988 Restricted Stock Plan and the Ross Stores, Inc.
1991 Outside Directors Stock Option Plan of our report dated
March 15, 1996, appearing in the Annual Report on Form 10-K
of Ross Stores, Inc. for the year ended February 3, 1996.
Deloitte & Touche LLP
San Francisco, California
June 17, 1996
